Circle Sold Binance $100M in Shares Under Five-Year USDC Deal
Circle Internet Group issued Binance 1,237,011 Class A shares at $80.84 each through a private placement that closed on September 17, 2026, raising about $100 million, according to an 8-K filing covered by Decrypt. The equity sale closed a day after the two companies signed a separate five-year commercial agreement in which money moves the other way: Circle pays Binance a monthly incentive fee calculated as a percentage of the USDC held through its Modular Smart Contract Wallet infrastructure service, and Binance promotes the stablecoin across its platform.
Either party may end the arrangement early if specified events occur. The filing says the new terms supersede and replace earlier agreements the two sides entered in November 2024 and August 2025.
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Key facts
- Circle issued 1,237,011 Class A shares at $80.84 apiece, a private placement that closed September 17 and raised $100 million.
- The five-year commercial deal pays Binance a monthly fee tied to USDC balances held through Circle’s Modular Smart Contract Wallet service.
- Binance cannot sell, transfer, pledge or hedge the stock for two years from closing, or until it ends the commercial arrangements in certain circumstances, whichever comes first; affiliate transfers, a board-approved takeover and legally required disposals are excepted.
- Binance keeps all shareholder rights during the restriction period, including voting rights, and the shares were issued through an unregistered private placement.
- The filing landed a day after Bloomberg reported that federal prosecutors are investigating whether Binance breached U.S. sanctions on Iran.
Two agreements in a row, and a third version of the tie-up
The equity placement is the third iteration of a relationship that has been redrawn twice since late 2024. Crypto.news reported that Circle’s annual filing disclosed a $60.3 million one-time upfront payment to Binance under the November 2024 arrangement, plus monthly incentive fees based on USDC balances held on the exchange and in its treasury, subject to minimum balance requirements. The treasury portion carried a two-year term. An expanded August 2025 agreement covered USDC held through Circle’s Modular Smart Contract Wallet infrastructure and ran four years, with specified early-termination provisions.
Those terms are now gone, replaced by the five-year deal accompanying Binance’s stock purchase. Crypto.news noted that the termination thresholds and related figures in the new contract have not been publicly disclosed, and that the commercial agreements were signed by Circle subsidiaries, with the equity transaction closing immediately afterward.
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The price Binance paid, and what the position is worth now
Circle told reporters that the $80.84 per-share price represented a discount to its market value before the transaction, though the filing itself does not quantify the discount. CRCL traded in the mid-$80s on September 17 and climbed over the next several sessions to close at $94.49 on September 21, Decrypt reported. At that level Binance’s stake is worth roughly $116.9 million, about $16.9 million above the purchase price — a gain it cannot realise while the lock-up holds.
Decrypt also reported that CRCL remains down about 34% over 12 months, compared with a 16.5% gain for the S&P 500 over the same period.
Why it matters
Circle’s model has always depended on paying for distribution. Coinbase, which co-founded the stablecoin, has taken half the interest earned on the reserves backing USDC, and Compass Point analysts began covering Circle at neutral in June 2025 on the view that its distribution partners were mostly crypto firms. The Binance fee adds a second major exchange to that payroll — one that now also holds stock in the issuer writing the checks.
The agreement lands in a crowded week. Circle switched on Arc, a Layer 1 network with BlackRock, DTCC and Visa among its founding validators and USDC as its gas token, the day before the placement closed. Binance is one of the exchanges providing routes onto it, and Crypto.news reported that the exchange completed integration of USDC deposits on Arc on September 16. Separately, Crypto.news reported that Circle renewed its USDC agreement with Coinbase in August for another three years through 2029 on existing terms, and that Circle reported $73.3 billion of USDC in circulation at the end of the second quarter, up 19% year over year, with Coinbase holding 30% of the circulating supply on its platform.
What to watch
None of the $16.9 million in paper gains is available to Binance while the two-year disposal restriction runs, unless it triggers the termination clauses that end the lock-up early. How federal prosecutors’ Iran sanctions inquiry into Binance develops is the other variable investors are likely to track, given the timing of the disclosure.
This article is not financial advice. Crypto and equity markets are volatile and uncertain, and past price moves do not predict future results.
Sources: Decrypt, Crypto.news
